FORM OF AMENDMENT NO. 6 TO ACCOUNTING SERVICES AGREEMENT
FORM
OF
AMENDMENT NO. 6
AMENDMENT NO. 6
THIS
AMENDMENT NO. 6 TO ACCOUNTING SERVICES AGREEMENT (this “Amendment”), effective as of
the ____ day of June, 2009, by and between TDAM USA Inc., (f/k/a TD Asset
Management USA Inc.) (“Customer”), and SEI
Investments Global Funds Services (f/k/a SEI Investments Mutual Fund Services),
a Delaware business trust (“SEI”).
WHEREAS,
Customer and SEI entered into an Accounting Services Agreement, dated as of the
1st day of September, 2000, as amended by Amendment No. 1, dated as of May 31,
2005; Amendment No. 2, dated as of August 31, 2005; Amendment No. 3, dated as of
August 31, 2007; Amendment No. 4, dated as of June 17, 2008; and Amendment No. 5
dated as of March 10, 2009, (the “Agreement”).
WHEREAS,
pursuant to the Agreement, among other things, SEI has agreed to provide certain
fund accounting and related portfolio accounting services with respect to the
Portfolios;
WHEREAS, Customer and SEI desire to
further amend the Agreement as provided herein.
NOW
THEREFORE, in
consideration of the premises, covenants, representations and warranties
contained herein, and intending to be legally bound hereby, the parties hereto
agree as follows:
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1.
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Schedule A
(Portfolios). Schedule A (Portfolios) is hereby deleted
in its entirety and replaced as set forth in Attachment 1
hereto.
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2.
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Ratification of
Agreement. Except as expressly amended and provided herein, all of
the terms, conditions and provisions of the Agreement are hereby ratified
and confirmed to be of full force and effect, and shall continue in full
force and effect.
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3.
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Counterparts. This
Amendment shall become binding when any one or more counterparts hereof
individually or taken together, shall bear the original or facsimile
signature of each of the parties hereto. This Amendment may be
executed in any number of counterparts, each of which shall be an original
against any party whose signature appears thereon, but all of which
together shall constitute but one and the same
instrument.
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4.
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Governing Law. This
Amendment shall in all respects be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania without giving effect to
conflict of law provisions.
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1
IN WITNESS WHEREOF, the
parties hereto have executed this Amendment by their duly authorized
representatives as of the day and year first above written.
TDAM
USA INC.
By:___________________________________
Name:
Title:
SEI
INVESTMENTS GLOBAL FUNDS SERVICES
By:___________________________________
Name:
Title:
2
ATTACHMENT
1
SCHEDULE
A
PORTFOLIOS
TDAM Money Market
Portfolio
TDAM U.S. Government
Portfolio
TDAM Municipal Portfolio
TDAM California Municipal Money Market
Portfolio
TDAM New York Municipal Money Market
Portfolio
TDAM Short-Term Investment
Fund
TDAM Short-Term Bond Fund
TDAM Institutional Money Market
Fund
TDAM Institutional U.S. Government
Fund
TDAM
Institutional Treasury Obligations Money Market Fund
TDAM
Global Sustainability Fund
TDAM
Institutional Municipal Money Market Fund
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